Tipping the scales - getting the size and shape of your board right

Posted on 23 Jun 2013

By Patrick Moriarty, Executive Director of the Institute of Community Directors Australia

Over the past couple of months a continuing query in our governance training sessions has been around the topic of the size and shape of the board. In some cases the participants feel that their board is too large and in others they want better representation from their grassroots members.

So what should a board look like?

In most situations your constitution will dictate who and what can be on your board - so the first piece of advice is to always check your constitution to ensure that you are complying with it. If you're not happy with the constitution you should review and change it (with the proper processes being followed).

If your constitution states that your board comprises 28 people (yes - one organisation does have that in their constitution), one drawn from each of 28 different groups of members, and that means you need to get 15 people present for a quorum and it's not working, then reduce the size and representation. You do not need representation from every component of your membership to be effective. Remember, one of the key obligations of directors is to make decisions in the best interests of the organisation, not any particular representative component.

Secondly, you should review your board annually to ensure that you have the required skills and capacities to lead the organisation in the future. Do you really need a lawyer on your board? Or a carpenter? Or a parent? Personally, I'd prefer to see a spread of skills and knowledge across the areas that the organisation crosses in trying to drive its strategic plan. If you are going to have a focus on communications then try recruiting someone with a background in that area. If your organisation is going through structural change, an organisational change consultant might be valuable. It should really be horses for courses.

One thing that does need to be considered in the not-for-profit context is corporate memory. If we were to lose all of our board at the one election who would have the knowledge of the past, and would the new board be committed to the mission? Having a proper recruitment and succession plan in place is critical in this respect.

The final point I make is that you can have as many sub-committees as you need to give the board advice and support. You cannot have expertise of every topic and area of your organisation sitting on the board, but a good sub-committee can be invaluable in this respect. I'd prefer to have a staff sub-committee rather than a staff member on the board (with voting rights), to take one example. In many cases boards that try to solve a numbers equation, rather than looking at skills-based recruitment, end up with issues around conflict of interest.

Prescribing exact numbers can also be troublesome. It can be very difficult indeed to keep exactly to that number at all times. You are better off having an option in your constitution to allow for a number range (say, a minimum of five and a maximum of 11 board members). That way you can expand and contract as required, rather than filling spots for the sake of it.

Effective recruitment and succession planning linked with your strategic planning will help guide you to the board you should have, rather than the board you just have.

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